Nonemployee Director Non-qualifed Stock Option Agm

EXHIBIT 10.72


NONEMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
IN LIEU OF CASH COMPENSATION FOR PRIOR SERVICES


THIS AGREEMENT is dated as of the ___ day of ____________, 1998 (the "Award Date"), and is between ALPHA MICROSYSTEMS, a California corporation (the "Corporation"), and ____________ (the "Optionee").


W I T N E S S E T H:
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WHEREAS, Optionee has elected in lieu of cash compensation for his services as a Director of the Corporation during the period commencing December 1, 1997 through September 1, 1998 to accept a non-qualified stock option to purchase all or any part of _____________ authorized but unissued shares of Common Stock of the Corporation in accordance with Section 8(a) of the Alpha Microsystems 1998 Stock Option and Award Plan (the "Plan"), on the terms and conditions set forth herein and in the Plan.


NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties agree as follows:


1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.


2. Grant of Option. This Agreement evidences the Corporation's grant to the Optionee of the right and option to purchase, on the terms and conditions set forth herein and in the Plan, all or any part of an aggregate of ____________ shares of the Common Stock at the price of $_________ per share (the "Option"), exercisable from time to time, subject to the provisions of this Agreement and the Plan, prior to the close of business on the day before the tenth anniversary of the Award Date (the "Expiration Date"). This Option is not intended to constitute an incentive stock option within the meaning of Section 422 of the the Internal Revenue Code of 1986, as amended (the "Code").


3. Exercisability of Option. All or any portion of the Option may be exercised immediately.


4. Method of Exercise of Option.


(a) The Option shall be exercisable by the delivery to the
Corporation of a written notice stating the number of shares to be
purchased pursuant to the Option and accompanied by payment made in
accordance with and in a form permitted by


2


Section 8(c)(i) of the Plan for the full purchase price of the shares to
be purchased, subject to such further limitations and rules or
procedures as the Administrator may from time to time establish as to
any non-cash payment. Shares delivered in payment of the exercise price
must have been owned by Optionee for at least six months prior to the
exercise. In addition, the Optionee shall furnish any written statements
required pursuant to Section 12(a) of the Plan.


(b) The Corporation may require that the Optionee enter
into an arrangement providing for the payment by the Optionee to the
Corporation of any tax withholding obligation of the Corporation arising
by reason of the exercise of the Option.


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